WILMAR INTERNATIONAL LIMITED (REG. NO. 199904785Z) Unaudited Financial Statements for the Full Year ended 31 December 2011

FINANCIAL HIGHLIGHTS 4Q2011 US$'000

4Q2010 US$'000

FY2011 US$'000

FY2010 US$'000

11,518,673

9,088,779

26.7%

44,710,034

30,377,524

47.2%

Net Profit

500,008

318,615

56.9%

1,600,840

1,323,974

20.9%

EBITDA

918,935

555,510

65.4%

2,859,559

2,032,908

40.7%

EPS - Basic (US cents per share)

7.8

5.0

56.0%

25.0

20.7

20.8%

EPS - Fully diluted (US cents per share)

7.7

4.9

57.1%

25.0

20.7

20.8%

31.12.2011

31.12.2010

Change

8,960,251

7,455,290

20.2%

Net Asset per share (US$ per share)

2.09

1.85

13.0%

Net Tangible Asset per share (US$ per share)

1.40

1.17

19.7%

Revenue

Net Tangible Asset (US$'000)

1/34

Change

Change

WILMAR INTERNATIONAL LIMITED (REG. NO. 199904785Z) Unaudited Financial Statements for the Full Year ended 31 December 2011 1(a)(i) Consolidated Income Statement Group

Group

Three months ended

Twelve months ended

31.12.2011

31.12.2010

US$'000

US$'000

11,518,673

9,088,779

Cost of sales

(10,657,771)

Gross profit Other items of income Net gains from changes in the fair value of biological assets

Revenue

Interest income

31.12.2011

31.12.2010

US$'000

US$'000

26.7%

44,710,034

30,377,524

47.2%

(8,545,744)

24.7%

(40,839,399)

(27,870,370)

46.5%

860,902

543,035

58.5%

3,870,635

2,507,154

54.4%

262,657

251,017

4.6%

262,657

251,017

4.6%

Change

Change

69,782

35,888

94.4%

246,613

135,352

82.2%

158,373

105,231

50.5%

746,303

347,759

114.6%

Selling and distribution expenses

(475,988)

(388,309)

22.6%

(1,964,672)

(1,136,766)

72.8%

Administrative expenses

(137,767)

(90,512)

52.2%

(559,841)

(341,557)

63.9%

Other operating income Other items of expenses

Other operating expenses Finance costs Non-operating items Share of results of associates Profit before tax Income tax expense Profit after tax

(22,573)

(11,974)

88.5%

(98,378)

(64,260)

53.1%

(152,365)

(69,771)

118.4%

(505,796)

(208,126)

143.0%

71,289

75,246

-5.3%

(104,035)

115,486

n.m.

41,964

(21,050)

n.m.

185,255

38,127

385.9%

676,274

428,801

57.7%

2,078,741

1,644,186

26.4%

(146,947)

(48,698)

201.8%

(379,219)

(189,660)

99.9%

529,327

380,103

39.3%

1,699,522

1,454,526

16.8%

500,008

318,615

56.9%

1,600,840

1,323,974

20.9%

29,319

61,488

-52.3%

98,682

130,552

-24.4%

529,327

380,103

39.3%

1,699,522

1,454,526

16.8%

Attributable to: Owners of the parent Non-controlling interests n.m. - not meaningful

2/34

WILMAR INTERNATIONAL LIMITED (REG. NO. 199904785Z) Unaudited Financial Statements for the Full Year ended 31 December 2011 1(a)(ii) Consolidated Statement of Comprehensive Income

Profit after tax

Group

Group

Three months ended

Twelve months ended

31.12.2011

31.12.2010

Inc/(Dec)

31.12.2011

31.12.2010

Inc/(Dec)

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

149,224

1,699,522

1,454,526

244,996

529,327

380,103

Other comprehensive income Foreign currency translation

(1,340)

38,920

(40,260)

97,302

184,473

(87,171)

Fair value adjustment on cash flow hedges

73,656

(31,794)

105,450

110,391

(225,459)

335,850

Fair value adjustment on available-for-sale financial assets

(10,117)

(22,807)

12,690

(22,663)

(4,844)

(17,819)

-

4

(4)

-

4

(4)

Share of change in equity of associates Total other comprehensive income, net of tax Total comprehensive income

62,199

(15,677)

77,876

185,030

(45,826)

230,856

591,526

364,426

227,100

1,884,552

1,408,700

475,852

563,105

298,898

264,207

1,761,398

1,266,573

494,825

28,421

65,528

(37,107)

123,154

142,127

(18,973)

591,526

364,426

227,100

1,884,552

1,408,700

475,852

Attributable to: Owners of the parent Non-controlling interests

3/34

WILMAR INTERNATIONAL LIMITED (REG. NO. 199904785Z) Unaudited Financial Statements for the Full Year ended 31 December 2011 1(b)(i) Balance Sheets Group 31.12.2011 31.12.2010 US$'000 US$'000 ASSETS Non-current assets Property, plant and equipment Biological assets Plasma investments Intangible assets Investment in subsidiaries Investment in associates Available-for-sale financial assets Deferred tax assets Derivative financial instruments Other financial receivables Other non-financial assets Current assets Inventories Trade receivables Other financial receivables Other non-financial assets Derivative financial instruments Available-for-sale financial assets Financial assets held for trading Other bank deposits Cash and bank balances

TOTAL ASSETS

Company 31.12.2011 31.12.2010 US$'000 US$'000

7,468,889 1,845,982 8,499 4,409,939 1,578,746 193,843 226,865 23,660 80,101 38,504 15,875,028

6,111,927 1,512,209 5,418 4,400,544 1,269,656 143,825 211,882 131,111 106,810 50,030 13,943,412

1,278 397 8,697,067 201,698 36,000 129,473 9,065,913

144 661 8,680,663 200,849 36,000 85,014 104,854 9,108,185

7,265,300 3,502,925 3,156,123 1,368,955 239,354 333,715 6,521,570 1,376,783 23,764,725

6,737,369 3,125,919 1,310,707 1,394,778 350,091 3,010 316,301 5,895,314 892,498 20,025,987

1,791,780 1,667 330 3,243 1,797,020

2,893,968 1,286 3,450 2,898,704

39,639,753

33,969,399

10,862,933

12,006,889

4/34

WILMAR INTERNATIONAL LIMITED (REG. NO. 199904785Z) Unaudited Financial Statements for the Full Year ended 31 December 2011 1(b)(i) Balance Sheets (continued) Group 31.12.2011 31.12.2010 US$'000 US$'000 EQUITY AND LIABILITIES Current liabilities Trade payables Other financial payables Other non-financial liabilities Derivative financial instruments Loans and borrowings Tax payables

Company 31.12.2011 31.12.2010 US$'000 US$'000

1,710,004 1,131,337 469,834 263,402 18,409,070 146,086 22,129,733

1,447,188 789,729 393,334 629,534 14,903,631 105,876 18,269,292

24,448 558,417 760 583,625

588,807 508,500 1,097,307

1,634,992

1,756,695

1,213,395

1,801,397

4,691 94,612 43,057 2,479,873 639,422 3,261,655

4,274 66,228 75,234 2,521,556 474,953 3,142,245

-

545,716 545,716

TOTAL LIABILITIES

25,391,388

21,411,537

583,625

1,643,023

NET ASSETS

14,248,365

12,557,862

10,279,308

10,363,866

Non-controlling interests Total equity

8,451,521 6,011,599 (1,092,930) 13,370,190 878,175 14,248,365

8,434,768 4,729,552 (1,308,486) 11,855,834 702,028 12,557,862

8,887,660 1,191,918 199,730 10,279,308 10,279,308

8,870,907 1,307,593 185,366 10,363,866 10,363,866

TOTAL EQUITY AND LIABILITIES

39,639,753

33,969,399

10,862,933

12,006,889

NET CURRENT ASSETS Non-current liabilities Other financial payables Other non-financial liabilities Derivative financial instruments Loans and borrowings Deferred tax liabilities

Equity attributable to owners of the parent Share capital Retained earnings Other reserves

5/34

WILMAR INTERNATIONAL LIMITED (REG. NO. 199904785Z) Unaudited Financial Statements for the Full Year ended 31 December 2011 1(b)(ii) Group's borrowings and debt securities Group 31.12.2011 Secured Unsecured US$'000 US$'000

Group 31.12.2010 Secured Unsecured US$'000 US$'000

(a) Amount repayable in one year or less, or on demand

6,269,512

12,139,558

7,862,459

7,041,172

(b) Amount repayable after one year

384,455

2,095,418

529,131

1,992,425

6,653,967

14,234,976

8,391,590

9,033,597

Details of any collateral A portion of the bank term loans and short term working capital loans is secured by a pledge over property, plant and equipment, fixed deposits and other deposits with financial institutions, trade receivables, inventories and corporate guarantees from the Company and certain subsidiaries.

6/34

WILMAR INTERNATIONAL LIMITED (REG. NO. 199904785Z) Unaudited Financial Statements for the Full Year ended 31 December 2011 1(c)

Consolidated Cash Flow Statement Group

Group

Three months ended

Twelve months ended

31.12.2011

31.12.2010

31.12.2011

31.12.2010

US$'000

US$'000

US$'000

US$'000

Cash flows from operating activities Profit before tax

676,274

428,801

2,078,741

1,644,186

(262,657)

(251,017)

(262,657)

(251,017)

149,042

92,323

478,112

315,353

1,348

1,794

1,333

2,368

-

(1,288)

-

(1,288)

150

164

461

256

(7,348)

(200)

(7,348)

(217)

Adjustments for: Net gains from changes in fair value of biological assets Depreciation of property, plant and equipment Loss on liquidation/disposal of associates Fair value gain arising from step acquisition resulting in an associate becoming a subsidiary Amortisation of intangible assets Gain on bargain purchase of subsidiaries/ associates Positive goodwill written off to income statement

-

286

4

286

(12,466)

1,561

(10,817)

(9,063)

(522)

31

(613)

35

-

(3,537)

38

(19,876)

(2,207)

122

(21,123)

(7,720)

3,586

10,484

19,964

34,742

(80,794)

129,550

21,416

145,648

(4,142)

(23,580)

89,856

(20,090)

Foreign exchange differences arising from translation

(70,781)

20,900

25,888

66,588

Interest expense

163,249

70,110

548,857

208,465

Interest income

(69,782)

(35,888)

(246,613)

(135,352)

Share of results of associates

(41,964)

21,050

(185,255)

(38,127)

440,986

461,666

2,530,244

1,935,177

Increase in inventories

(80,712)

(1,758,121)

(531,080)

(2,457,005)

Decrease/(increase) in receivables and other assets

591,963

(893,170)

63,775

(1,336,285)

Increase/(decrease) in payables

166,899

(305,806)

488,882

(133,181)

1,119,136

(2,495,431)

2,551,821

(1,991,294)

(116,806)

(66,900)

(493,094)

(197,746)

(Gain)/loss on disposal of property, plant and equipment (Gain)/loss on liquidation of subsidiaries (Gain)/loss on disposal of available-for-sale financial assets (Gain)/loss on disposal of financial assets held for trading Grant of share options to employees Net (gain)/loss on the fair value of derivative financial instruments Net fair value (gain)/loss on financial assets held for trading

Operating cash flows before working capital changes Changes in working capital:

Cash flows generated from/(used in) operations Interest paid Interest received Income taxes paid Net cash flows generated from /(used in) operating activities

7/34

49,404

35,888

158,405

135,352

(28,851)

(58,828)

(269,396)

(265,163)

1,022,883

(2,585,271)

1,947,736

(2,318,851)

WILMAR INTERNATIONAL LIMITED (REG. NO. 199904785Z) Unaudited Financial Statements for the Full Year ended 31 December 2011 1(c) Consolidated Cash Flow Statement (continued) Group

Group

Three months ended

Twelve months ended

31.12.2011

31.12.2010

31.12.2011

31.12.2010

US$'000

US$'000

US$'000

US$'000

Cash flows from investing activities Net cash flow on acquisition of subsidiaries

(132,594)

(1,515,619)

(164,286)

(1,546,033)

Payments for acquisition of additional interest in subsidiaries

(5,659)

(94)

(18,679)

(10,605)

(Increase)/decrease in plasma investments

(3,849)

3,270

(3,081)

1,761

Increase in financial assets held for trading

(91,563)

(42,005)

(84,598)

(42,380)

(Increase)/decrease in other non-financial assets

(69,606)

152,893

(74,076)

(22,000)

Payments for property, plant and equipment

(490,744)

(346,023)

(1,481,596)

(996,723)

Payments for biological assets

(15,993)

(22,073)

(72,217)

(67,012)

(Increase)/decrease in available-for-sale financial assets

(43,986)

(8,153)

(66,136)

22,973

Payments for investment in associates

(19,557)

(28,677)

(172,822)

(122,073)

(1,162)

(764)

(1,662)

(1,144)

1,230

253

18,330

22,525

Payments for intangibles Dividends received from associates Proceeds from disposal of property, plant and equipment

23,794

4,414

47,154

110,780

Proceeds from disposal of biological assets

3,898

514

5,338

705

Proceeds from disposal of intangible assets

-

-

88

-

Proceeds from disposal of associates

-

669

-

20,569

Net cash flow on liquidation of subsidiaries

-

-

-

(200)

(845,791)

(1,801,395)

(2,068,243)

(2,628,857)

Net cash flows used in investing activities Cash flows from financing activities Decrease/(increase) in net amount due from related parties (Increase)/decrease in net amount due from associates Increase in advances from non-controlling shareholders (Repayments of)/proceeds from bank loans Decrease/(increase) in fixed deposits pledged with financial institutions for bank facilities Repayments of finance lease liabilities (Increase)/decrease in other deposits with maturity more than 3 months Interest paid (Increase)/decrease in other financial receivables Dividends paid by the Company Dividends paid to non-controlling shareholders by subsidiaries Proceeds from issue of shares by the Company Proceeds from issue of shares by subsidiaries to non-controlling shareholders Net cash flows (used in)/generated from financing activities Net (decrease)/increase in cash and cash equivalents

698

(67,723)

1,718

(67,183)

(3,831) 22,092

22,292 1,995

(80,058) 29,799

(10,730) 17,427

(1,035,630)

4,563,954

3,762,458

7,664,859

1,566,988 (11)

(887,045) (8)

(733,208) (35)

(1,829,830) (35)

(34,427) (47,416)

128,141 (4,726)

106,952 (54,655)

246,841 (8,742)

(950,999)

428,784

(1,771,309)

(668,084)

-

-

(279,820)

(384,658)

(11,553)

(17,087)

(29,075)

(41,722)

633

5,866

11,153

12,391

28,379

16,395

35,770

25,386

(465,077)

4,190,838

999,690

4,955,920

(287,985)

(195,828)

879,183

8,212

Cash and cash equivalents at the beginning of the financial period

1,567,643

596,303

400,475

392,263

Cash and cash equivalents at the end of the financial period

1,279,658

400,475

1,279,658

400,475

7,898,353

6,787,812

7,898,353

6,787,812

Represented by: Total cash and bank balances Less: Fixed deposits pledged with financial institutions for bank facilities

(6,441,096)

(5,707,888)

(6,441,096)

(5,707,888)

Less: Other deposits with maturity more than 3 months

(80,474)

(187,426)

(80,474)

(187,426)

Bank overdrafts

(97,125)

(492,023)

(97,125)

(492,023)

1,279,658

400,475

1,279,658

400,475

Total cash and cash equivalents

8/34

WILMAR INTERNATIONAL LIMITED (REG. NO. 199904785Z) Unaudited Financial Statements for the Full Year ended 31 December 2011 1(d)(i) Statements of Changes in Equity Attributable to owners of the parent Equity attributable Nonto owners controlling Equity total of the interests parent, total

Share capital

Retained earnings

Other reserves

US$'000

US$'000

US$'000

US$'000

8,450,551

5,537,745

(1,187,095)

12,801,201

788,567

13,589,768

Total comprehensive income

-

500,008

63,097

563,105

28,421

591,526

Grant of equity-settled share options

-

-

3,586

3,586

-

3,586

970

-

(337)

633

-

633

-

-

-

-

28,379

28,379

-

-

-

-

48,430

48,430

-

-

-

-

(4,043)

(4,043)

-

-

1,665

1,665

(26)

1,639

-

-

-

-

(11,553)

(11,553)

-

(26,154)

26,154

-

-

-

8,451,521

6,011,599

(1,092,930)

13,370,190

878,175

14,248,365

For the period From 01.10.2011 to 31.12.2011

US$'000

US$'000

Group Opening balance at 1 October 2011

Issue of shares pursuant to exercise of share options Share capital contributed by noncontrolling shareholders Acquisition of subsidiaries Acquisition of additional interest in subsidiaries Premium paid for acquisition of additional interest in subsidiaries Dividends paid to non-controlling shareholders by subsidiaries Net transfer to other reserves Closing balance at 31 December 2011

9/34

WILMAR INTERNATIONAL LIMITED (REG. NO. 199904785Z) Unaudited Financial Statements for the Full Year ended 31 December 2011 1(d)(i) Statements of Changes in Equity (continued) Attributable to owners of the parent Equity attributable Nonto owners controlling Equity total of the interests parent, total

Share capital

Retained earnings

Other reserves

US$'000

US$'000

US$'000

US$'000

8,424,301

4,432,611

(1,317,428)

11,539,484

545,619

12,085,103

Total comprehensive income

-

318,615

(19,717)

298,898

65,528

364,426

Grant of equity-settled share options

-

-

10,484

10,484

-

10,484

Issue of shares pursuant to exercise of share options

9,162

-

(3,296)

5,866

-

5,866

Issue of shares pursuant to conversion of convertible bonds

1,305

-

(170)

1,135

-

1,135

Share capital contributed by noncontrolling shareholders

-

-

-

-

16,395

16,395

Acquisition of subsidiaries

-

-

-

-

91,847

91,847

-

-

-

-

(61)

(61)

-

-

(33)

(33)

-

(33)

Disposal of subsidiaries Dividends paid to non-controlling shareholders by subsidiaries

-

-

-

-

(213)

(213)

-

-

-

-

(17,087)

(17,087)

Net transfer to other reserves

-

(21,674)

21,674

-

-

-

8,434,768

4,729,552

(1,308,486)

11,855,834

702,028

12,557,862

For the period From 01.10.2010 to 31.12.2010

US$'000

US$'000

Group Opening balance at 1 October 2010

Acquisition of additional interest in subsidiaries Premium paid for acquisition of additional interest in subsidiaries

Closing balance at 31 December 2010

10/34

WILMAR INTERNATIONAL LIMITED (REG. NO. 199904785Z) Unaudited Financial Statements for the Full Year ended 31 December 2011 1(d)(i) Statements of Changes in Equity (continued) Attributable to owners of the parent

Share capital

Retained earnings

Other reserves

Equity attributable to owners of the parent, total

US$'000

US$'000

US$'000

US$'000

8,886,690

1,020,161

193,476

10,100,327

Total comprehensive income

-

171,757

3,005

174,762

Grant of equity-settled share options

-

-

3,586

3,586

970

-

(337)

633

8,887,660

1,191,918

199,730

10,279,308

For the period From 01.10.2011 to 31.12.2011

Company Opening balance at 1 October 2011

Issue of shares pursuant to exercise of share options Closing balance at 31 December 2011

Attributable to owners of the parent

Share capital

Retained earnings

Other reserves

Equity attributable to owners of the parent, total

US$'000

US$'000

US$'000

US$'000

8,860,440

1,320,410

196,927

10,377,777

Total comprehensive income

-

(12,817)

(18,579)

(31,396)

Grant of equity-settled share options

-

-

10,484

10,484

Issue of shares pursuant to exercise of share options

9,162

-

(3,296)

5,866

Issue of shares pursuant to conversion of convertible bonds

1,305

-

(170)

1,135

8,870,907

1,307,593

185,366

10,363,866

For the period From 01.10.2010 to 31.12.2010

Company Opening balance at 1 October 2010

Closing balance at 31 December 2010

11/34

WILMAR INTERNATIONAL LIMITED (REG. NO. 199904785Z) Unaudited Financial Statements for the Full Year ended 31 December 2011 1(d)(i) Statements of Changes in Equity (continued) Attributable to owners of the parent Equity attributable Nonto owners controlling Equity total of the interests parent, total

Share capital

Retained earnings

Other reserves

US$'000

US$'000

US$'000

US$'000

8,434,768

4,729,552

(1,308,486)

11,855,834

702,028

12,557,862

Total comprehensive income

-

1,600,840

160,558

1,761,398

123,154

1,884,552

Grant of equity-settled share options

-

-

19,964

19,964

-

19,964

16,753

-

(5,600)

11,153

-

11,153

Share capital contributed by noncontrolling shareholders

-

-

-

-

35,770

35,770

Acquisition of subsidiaries

-

-

-

-

88,638

88,638

-

-

-

-

(42,314)

(42,314)

-

-

1,661

1,661

(26)

1,635

Dividends on ordinary shares Dividends paid to non-controlling shareholders by subsidiaries

-

(279,820)

-

(279,820)

-

(279,820)

-

-

-

-

(29,075)

(29,075)

Net transfer to other reserves

-

(38,973)

38,973

-

-

-

8,451,521

6,011,599

(1,092,930)

13,370,190

878,175

14,248,365

For the period From 01.01.2011 to 31.12.2011

US$'000

US$'000

Group Opening balance at 1 January 2011

Issue of shares pursuant to exercise of share options

Acquisition of additional interest in subsidiaries Gain on bargain purchase of additional interest in subsidiaries

Closing balance at 31 December 2011

12/34

WILMAR INTERNATIONAL LIMITED (REG. NO. 199904785Z) Unaudited Financial Statements for the Full Year ended 31 December 2011 1(d)(i) Statements of Changes in Equity (continued) Attributable to owners of the parent Equity attributable Nonto owners controlling Equity total of the interests parent, total

Share capital

Retained earnings

Other reserves

US$'000

US$'000

US$'000

US$'000

8,414,355

3,821,552

(1,304,778)

10,931,129

480,500

11,411,629

Total comprehensive income

-

1,323,974

(57,401)

1,266,573

142,127

1,408,700

Grant of equity-settled share options

-

-

34,742

34,742

-

34,742

18,892

-

(6,501)

12,391

-

12,391

1,521

-

(198)

1,323

-

1,323

Share capital contributed by noncontrolling shareholders

-

-

-

-

25,386

25,386

Acquisition of subsidiaries

-

-

-

-

101,084

101,084

-

-

-

-

(5,822)

(5,822)

-

-

(4,777)

(4,777)

(5)

(4,782)

Disposal of subsidiaries

-

-

-

-

(409)

(409)

Dilution of interest in subsidiaries

-

-

-

-

889

889

Loss on dilution of interest in subsidiaries

-

-

(889)

(889)

-

(889)

Dividends on ordinary shares Dividends paid to non-controlling shareholders by subsidiaries

-

(384,658)

-

(384,658)

-

(384,658)

-

-

-

-

(41,722)

(41,722)

Net transfer to other reserves

-

(31,316)

31,316

-

-

-

8,434,768

4,729,552

(1,308,486)

11,855,834

702,028

12,557,862

For the period From 01.01.2010 to 31.12.2010

US$'000

US$'000

Group Opening balance at 1 January 2010

Issue of shares pursuant to exercise of share options Issue of shares pursuant to conversion of convertible bonds

Acquisition of additional interest in subsidiaries Premium paid for acquisition of additional interest in subsidiaries

Closing balance at 31 December 2010

13/34

WILMAR INTERNATIONAL LIMITED (REG. NO. 199904785Z) Unaudited Financial Statements for the Full Year ended 31 December 2011 1(d)(i) Statements of Changes in Equity (continued) Attributable to owners of the parent

Share capital

Retained earnings

Other reserves

Equity attributable to owners of the parent, total

US$'000

US$'000

US$'000

US$'000

8,870,907

1,307,593

Total comprehensive income

-

Grant of equity-settled share options

-

For the period From 01.01.2011 to 31.12.2011

Company Opening balance at 1 January 2011

Issue of shares pursuant to exercise of share options

185,366

10,363,866

164,145

-

164,145

-

19,964

19,964

16,753

-

(5,600)

11,153

-

(279,820)

-

(279,820)

8,887,660

1,191,918

199,730

10,279,308

Dividends on ordinary shares Closing balance at 31 December 2011

Attributable to owners of the parent

Share capital

Retained earnings

Other reserves

Equity attributable to owners of the parent, total

US$'000

US$'000

US$'000

US$'000

8,850,494

1,146,072

171,008

10,167,574

Total comprehensive income

-

546,179

(13,685)

532,494

Grant of equity-settled share options

-

-

34,742

34,742

18,892

-

(6,501)

12,391

1,521

-

(198)

1,323

-

(384,658)

-

(384,658)

8,870,907

1,307,593

185,366

10,363,866

For the period From 01.01.2010 to 31.12.2010

Company Opening balance at 1 January 2010

Issue of shares pursuant to exercise of share options Issue of shares pursuant to conversion of convertible bonds Dividends on ordinary shares Closing balance at 31 December 2010

14/34

WILMAR INTERNATIONAL LIMITED (REG. NO. 199904785Z) Unaudited Financial Statements for the Full Year ended 31 December 2011 1(d)(ii)

Share Capital Details of any changes in the Company’s share capital arising from rights issue, bonus issue, share buy-backs, exercise of share options or warrants, conversion of other issues of equity securities, issue of shares for cash or as consideration for acquisition or for any other purpose since the end of the previous period reported on. State also the number of shares that may be issued on conversion of all the outstanding convertibles as at the end of the current financial period reported on and as at the end of the corresponding period of the immediately preceding financial year.

Number of shares 31.12.2011

31.12.2010

6,401,099,092

6,393,447,265

-

322,327

329,000

3,155,500

6,401,428,092

6,396,925,092

154,045,513

154,045,513

31,736,000

36,879,000

Issued and fully paid ordinary shares Balance at the beginning of the financial period Issue of shares pursuant to conversion of convertible bonds Issue of shares pursuant to exercise of share options Balance at the end of financial period The number of shares that may be issued on conversion of outstanding convertible bonds at the end of the period The number of shares that may be issued on exercise of share options outstanding at the end of the period

1(d)(iii) The total number of issued shares excluding treasury shares as at the end of the current financial period and as at the end of the immediately preceding financial year. The Company did not hold any treasury shares as at 31 December 2011 and 31 December 2010. The Company’s total number of issued shares excluding treasury shares as at 31 December 2011 and 31 December 2010 were 6,401,428,092 and 6,396,925,092 respectively. 1(d)(iv) A statement showing all sales, transfers, disposal, cancellation and/or use of treasury shares as at the end of the current financial period reported on. Not applicable. 2.

Whether the figures have been audited or reviewed and in accordance with which auditing standard or practice. The financial statements presented above have not been audited or reviewed by the Company’s auditors.

3.

Where the figures have been audited or reviewed, the auditors’ report (including any qualifications or emphasis of a matter). Not applicable.

15/34

WILMAR INTERNATIONAL LIMITED (REG. NO. 199904785Z) Unaudited Financial Statements for the Full Year ended 31 December 2011 4.

Whether the same accounting policies and methods of computation as in the issuer’s most recently audited annual financial statements have been applied. The Group has applied the same accounting policies and methods of computation in the preparation of the consolidated financial statements for the current reporting period compared with the audited financial statements as at 31 December 2010 except for the adoption of new or revised FRS and INT FRS that are mandatory for financial years beginning on or after 1 January 2011. The adoption of these FRS and INT FRS has no significant impact on the Group’s consolidated financial statements.

5.

If there are any changes in the accounting policies and methods of computation, including any required by an accounting standard, what has changed, as well as the reasons for, and the effect of, the change. Please refer to item 4 above.

6.

Earnings Per Ordinary Share (EPS) Group Three months ended Twelve months ended 31.12.2011 31.12.2010 31.12.2011 31.12.2010 (a) Based on weighted average number of shares (US cents per share)

7.8

5.0

25.0

20.7

(b) Based on fully diluted basis (US cents per share) #

7.7

4.9

25.0

20.7

Weighted average number of shares applicable to basic earnings per share ('000)

6,398,911

6,393,030

6,398,300

6,392,122

Weighted average number of shares based on fully diluted basis ('000) #

6,555,809

6,553,881

6,402,108

6,399,621

# The fair value adjustments on embedded derivatives and accretion of interest on convertible bonds were included in the computation of diluted earnings per share for the three months ended 31 December 2011 and 31 December 2010, as the conversion of convertible bonds was dilutive.

7.

Net Asset Value Per Ordinary Share (NAV) Group 31.12.2011 31.12.2010 Net asset value per ordinary share based on issued share capital as at end of the period (US cents per share)

208.9

16/34

185.3

Company 31.12.2011 31.12.2010 160.6

162.0

WILMAR INTERNATIONAL LIMITED (REG. NO. 199904785Z) Unaudited Financial Statements for the Full Year ended 31 December 2011 8.

Review of Group Performance

Overview The Group registered a significant growth in net profit of 56.9% to US$500.0 million for 4Q2011 and 20.9% to US$1,600.8 million for FY2011. Excluding non-operating items and net gains from changes in the fair value of biological assets, the Group would have more than tripled its net profit to US$264.5 million for 4Q2011 (4Q2010 : US$83.5 million) while for FY2011, net profit would have grown by 44.2% to US$1,517.0 million (FY2010 : US$1,052.0 million) Oilseeds and Grains contributed strongly to the improvement in earnings, benefiting from a sharp recovery in margins. Similarly, associates also made stronger contributions. Oilseeds and Grains and Associates generated quarterly profits throughout FY2011, while losses were generated in both 3Q2010 and 4Q2010. The new Sugar segment also contributed positively to the Group’s results. Plantations and Palm Oil Mills reported lower profit for the quarter in line with lower CPO prices while for FY2011, profit grew from higher CPO prices and production volume. Despite stronger margins in Indonesia, Palm and Laurics recorded a decline in profit on the back of weaker performances in China, Europe and Malaysia. Consumer products reported lower profit due to higher feedstock cost while a price increase restriction in the first seven months of the year contributed further to the drop in profit for FY2011. The non-operating items comprise foreign exchange differences from intercompany loans to subsidiaries, gains or losses from investment securities, fair value changes on embedded derivatives of the Group’s convertible bonds, interest expense on borrowings directly attributable to the funding of the Sucrogen acquisition and an accounting profit within the Sugar segment relating to pre-acquisition hedging reserves.

Revenue and Cost of Sales Revenue increased by 26.7% to US$11.5 billion for the quarter and 47.2% to US$44.7 billion for the year from higher sales volume, particularly for Oilseeds and Grains and Consumer Products, and contribution from the new Sugar segment. Both Oilseeds and Grains and Consumer Products benefited from improved demand and the continued development of the flour and rice businesses. For FY2011, higher prices of agricultural commodities also contributed to the increase. Reflecting the growth in revenue, cost of sales was up 24.7% to US$10.7 billion for 4Q2011 and 46.5% to US$40.8 billion for FY2011. Net Gains from Changes In The Fair Value Of Biological Assets The revaluation of biological assets to better reflect the current market value of palm plantations and an increase in the Group’s mature hectarage, resulted in a gain of US$262.7 million. Interest Income Interest income was up 94.4% to US$69.8 million for the quarter and 82.2% to US$246.6 million for the year owing to increased average total cash and bank balances and higher deposit rates over the same period last year. Average total cash and bank balances increased by 34.6% over 4Q2010 and 23.2% over FY2010.

17/34

WILMAR INTERNATIONAL LIMITED (REG. NO. 199904785Z) Unaudited Financial Statements for the Full Year ended 31 December 2011 Other Operating Income Other operating income grew by 50.5% to US$158.4 million for 4Q2011 due to an increase in income from other short term deposits and financial products with financial institutions, along with higher deposits and interest rates. In addition, there was also an increase in gains from the disposal of fixed assets. For FY2011, other operating income more than doubled to US$746.3 million, attributable to foreign exchange gain from the appreciation of RMB against US$ as well as increases in income from other short term deposits and financial products.

Selling and Distribution Expenses Selling and distribution expenses increased by 22.6% to US$476.0 million for 4Q2011 mainly due to higher freight and transportation costs, which resulted from higher freight rates and sales volume during the quarter as well as costs recorded by the new Sugar segment. For FY2011, increases in export duty, freight and transportation costs as well as advertising and promotional expenses, contributed to the 72.8% increase in selling and distribution expenses to US$2.0 billion. In Indonesia, export duties rose following the sharp increase in prices of palm products. For example, export duty of crude palm oil (“CPO”) averaged 18.7% per month in FY2011, a significant increase from 5.7% in FY2010. Nevertheless, the impact in the last quarter of FY2011 was somewhat muted due to the offsetting effect of lower export duty for refined palm oil (4Q2011 : average of 5.3% per month, 4Q2010 : 9.3% per month) and refined palm olein (4Q2011 : 7.3% per month, 4Q2010 : 10.8% per month), following a revision in the export duty structure which came into effect from mid-September 2011. Therefore, despite higher export duty for CPO in 4Q2011 which averaged 15.5% per month (4Q2010 : 10.8% per month), total export duty for the quarter was a decline. Advertising and promotional expenses were also higher for the quarter and full year due to increased promotional activities for Consumer Products.

Administrative Expenses Administrative expenses were up 52.2% to US$137.8 million for 4Q2011 and 63.9% to US$559.8 million for FY2011, mainly from higher personnel related costs and bank charges. Personnel and related costs increased on higher headcount of 90,796 as at 31 December 2011 (31 December 2010 : 86,397, excluding Sucrogen as the acquisition was only completed towards end-December 2010) for the Group’s expanded operations as well as from acquisitions completed in late FY2010. Bank charges have also risen from increased credit facilities to meet the Group’s requirements. Other Operating Expenses Other operating expenses increased by 88.5% to US$22.6 million for the quarter and 53.1% to US$98.4 million for the year. Included in other operating expenses are share option expenses, goodwill write-off, loss on the disposal of property, plant and equipment, pre-operating expenses write-off and project related expenses, among others. These items do not necessarily move in tandem with the Group’s business operation.

18/34

WILMAR INTERNATIONAL LIMITED (REG. NO. 199904785Z) Unaudited Financial Statements for the Full Year ended 31 December 2011 Finance Costs Finance costs was up 118.4% to US$152.4 million for the quarter and 143.0% to US$505.8 million for the year, in line with an increase in average borrowings and higher effective borrowing rate. Average borrowings increased in order to meet capital expenditure and working capital requirements, and to fund the acquisition of subsidiaries and associates. In addition, a large part was also pledged back with financial institutions for these borrowing facilities. Working capital requirements have been increasing due to higher average prices of agricultural commodities, coupled with higher stockholding to cater to the Group’s expanded operations.

Share of Results of Associates The sharp improvement in the share of results of associates to a profit of US$42.0 million for 4Q2011 and US$185.3 million for FY2011 was achieved primarily through the sharp turnaround by the Group’s associates in China. The Group’s associates in Africa and new associates acquired in FY2010 and FY2011 have also contributed positively during the year. Non-operating Items The decrease in income from non-operating items to US$71.3 million for 4Q2011 was attributed to : • •

lower realised and unrealised gains from investment securities of US$6.3 million (4Q2010 : US$27.8 million) in line with softer global equity markets, higher interest expense incurred on borrowings directly attributable to the funding of the Sucrogen acquisition of US$10.9 million (4Q2010 : US$0.3 million) due to the full quarter effect in 4Q2011, compared to 11 days in 4Q2010,

partially offset by : •

•

higher foreign exchange gain of US$62.1 million (4Q2010 : US$48.5 million) from intercompany loans to the Group’s subsidiaries in various jurisdictions in line with the depreciation of US$ during the quarter, and an accounting profit of US$15.1 million (4Q2010 : nil) within the Sugar segment, relating to the reversal of derivatives mark-to-market losses in pre-acquisition hedging reserves.

The reduction in income from non-operating items to a net expense of US$104.0 million for FY2011 was due to : • • • •

higher fair value loss on embedded derivatives of convertible bonds of US$84.7 million (FY2010 : US$27.2 million), net realised and unrealised loss from investment securities of US$68.7 million (FY2010 : US$94.3 million gain) due to the decline in global equity markets during the year, lower foreign exchange gain of US$26.5 million (FY2010 : US$48.7 million) from intercompany loans to the Group’s subsidiaries in various jurisdictions during the year, higher interest expense incurred on borrowings directly attributable to the funding of the Sucrogen acquisition of US$43.1 million (FY2010 : US$0.3 million) due to the full year in FY2010,

partially offset by an accounting profit of US$65.9 million (FY2010 : nil) within the Sugar segment, relating to the reversal of derivatives mark-to-market losses in pre-acquisition hedging reserves. Non-operating items net of tax amounted to an income of US$52.3 million for 4Q2011 (4Q2010 : US$63.4 million income) and an expense of US$99.4 million for FY2011 (FY2010 : US$100.3 million income).

19/34

WILMAR INTERNATIONAL LIMITED (REG. NO. 199904785Z) Unaudited Financial Statements for the Full Year ended 31 December 2011 Profit Before Tax Profit before tax increased by 57.7% to US$676.3 million for the quarter and 26.4% to US$2,078.7 million for the year. Profit before tax, non-operating items and net gains from changes in the fair value of biological assets more than tripled to US$342.3 million for 4Q2011 (4Q2010 : US$102.5 million) while for FY2011, net profit would have grown by 50.3% to US$1,920.1 million (FY2010 : US$1,277.7 million). The main contributor was Oilseeds and Grains. The new Sugar segment and Associates also contributed positively. Income Tax Expense Income tax expense rose along with an increase in profit before tax and a higher effective tax rate of 23.2% for 4Q2011 (4Q2010 : 10.8%) and 20.0% for FY2011 (FY2010 : 11.8%. Excluding a writeback from prior years’ overprovision, the effective tax rate would have been 13.8% for FY2010). The effective tax rate rose in line with higher profits posted by entities in high tax jurisdictions.

20/34

WILMAR INTERNATIONAL LIMITED (REG. NO. 199904785Z) Unaudited Financial Statements for the Full Year ended 31 December 2011 Group Financial Performance by Business Segment Sales Volume of Key Segments Sales Volume Inc/(Dec) FY2011 % MT'000

4Q2011 MT'000

4Q2010 MT'000

5,344 6,150 11,494

5,783 4,740 10,523

-7.6% 29.7% 9.2%

Consumer Products

1,178

1,035

Sugar - Milling - Merchandising & Processing

1,070 567

-

Merchandising & Processing - Palm and laurics - Oilseeds and grains

FY2010 MT'000

Inc/(Dec) %

20,306 19,939 40,245

20,820 18,281 39,101

-2.5% 9.1% 2.9%

13.8%

4,397

3,679

19.5%

n.m. n.m.

2,669 2,458

-

n.m. n.m.

Three Months Ended 31 December 4Q2011 US$'000 Revenue - Merchandising & Processing Palm and laurics Oilseeds and grains - Consumer Products - Plantations and Palm Oil Mills - Sugar Milling Merchandising & Processing - Others - Elimination Total revenue

9,301,715 5,475,030 3,826,685 1,791,395 462,159 881,458 404,968 476,490 878,100 (1,796,154) 11,518,673

% 80.7% 47.5% 33.2% 15.6% 4.0% 7.6% 3.5% 4.1% 7.6% -15.5% 100.0%

4Q2010 US$'000 8,130,148 5,155,508 2,974,640 1,413,328 497,394 555,810 (1,507,901) 9,088,779

% 89.4% 56.7% 32.7% 15.6% 5.5% 0.0% 0.0% 0.0% 6.1% -16.6% 100.0%

Variance US$'000 % 1,171,567 319,522 852,045 378,067 (35,235) 881,458 404,968 476,490 322,290 (288,253) 2,429,894

14.4% 6.2% 28.6% 26.8% -7.1% n.m. n.m. n.m. 58.0% 19.1% 26.7%

Twelve Months Ended 31 December FY2011 US$'000 Revenue - Merchandising & Processing Palm and laurics Oilseeds and grains - Consumer Products - Plantations and Palm Oil Mills - Sugar Milling Merchandising & Processing - Others - Elimination Total revenue

35,587,617 22,917,330 12,670,287 6,768,811 1,842,508 3,208,137 1,163,542 2,044,595 2,876,656 (5,573,695) 44,710,034

% 79.6% 51.3% 28.3% 15.1% 4.1% 7.2% 2.6% 4.6% 6.4% -12.4% 100.0%

21/34

FY2010 US$'000 26,993,373 16,821,338 10,172,035 4,697,160 1,485,235 2,018,145 (4,816,389) 30,377,524

% 88.9% 55.4% 33.5% 15.5% 4.9% 0.0% 0.0% 0.0% 6.6% -15.9% 100.0%

Variance US$'000 % 8,594,244 6,095,992 2,498,252 2,071,651 357,273 3,208,137 1,163,542 2,044,595 858,511 (757,306) 14,332,510

31.8% 36.2% 24.6% 44.1% 24.1% n.m. n.m. n.m. 42.5% 15.7% 47.2%

WILMAR INTERNATIONAL LIMITED (REG. NO. 199904785Z) Unaudited Financial Statements for the Full Year ended 31 December 2011 Three Months Ended 31 December

Profit before tax - Merchandising & Processing Palm and laurics Oilseeds and grains - Consumer Products - Plantations and Palm Oil Mills - Sugar Milling Merchandising & Processing - Others - Share of results of associates - Unallocated expenses # Total profit before tax

4Q2011 US$'000

%

110,251 108,565 1,686 33,154 376,056 98,389 101,888 (3,499) 24,691 41,964 (8,231) 676,274

16.3% 16.1% 0.2% 4.9% 55.6% 14.6% 15.1% -0.5% 3.7% 6.2% -1.3% 100.0%

FY2011 US$'000

%

4Q2010 US$'000 (14,137) 159,062 (173,199) 37,452 380,615 60,350 (21,050) (14,429) 428,801

% -3.3% 37.1% -40.4% 8.7% 88.8% 0.0% 0.0% 0.0% 14.1% -4.9% -3.4% 100.0%

Variance US$'000 % 124,388 (50,497) 174,885 (4,298) (4,559) 98,389 101,888 (3,499) (35,659) 63,014 6,198 247,473

n.m. -31.7% n.m. -11.5% -1.2% n.m. n.m. n.m. -59.1% n.m. -43.0% 57.7%

Twelve Months Ended 31 December

Profit before tax - Merchandising & Processing Palm and laurics Oilseeds and grains - Consumer Products - Plantations and Palm Oil Mills - Sugar Milling Merchandising & Processing - Others - Share of results of associates - Unallocated expenses # Total profit before tax

1,008,809 585,923 422,886 85,296 733,837 141,252 85,710 55,542 41,642 185,255 (117,350) 2,078,741

48.5% 28.2% 20.3% 4.1% 35.3% 6.8% 4.1% 2.7% 2.0% 8.9% -5.6% 100.0%

FY2010 US$'000 704,563 587,061 117,502 149,796 635,817 188,535 38,127 (72,652) 1,644,186

% 42.8% 35.7% 7.1% 9.1% 38.7% 0.0% 0.0% 0.0% 11.5% 2.3% -4.4% 100.0%

Variance US$'000 % 304,246 (1,138) 305,384 (64,500) 98,020 141,252 85,710 55,542 (146,893) 147,128 (44,698) 434,555

43.2% -0.2% 259.9% -43.1% 15.4% n.m. n.m. n.m. -77.9% 385.9% 61.5% 26.4%

# Unallocated expenses refer to expenses in relation to grant of share options to employees, loss from changes in the fair value of derivatives embedded in convertible bonds and accretion interest of the bonds. n.m. - not meaningful

22/34

WILMAR INTERNATIONAL LIMITED (REG. NO. 199904785Z) Unaudited Financial Statements for the Full Year ended 31 December 2011 Merchandising and Processing – Palm and Laurics Revenue grew by 6.2% to US$5.5 billion for the quarter and 36.2% to US$22.9 billion for the year from higher average selling prices while sales volume was lower. Sales volume dropped by 7.6% to 5.3 million MT for 4Q2011 due to weaker demand from Europe and India. As a result, sales volume for FY2011 dropped by 2.5% to 20.3 million MT. During the quarter, margins contracted in line with unfavourable market conditions in China and India, the financial crisis in Europe and the disadvantaged position of Malaysia given the new Indonesian export duty structure. However, the Group’s Indonesian operations benefited from changes in the Indonesian export duty and hence, the Group was able to record a respectable profit before tax of US$108.6 million for 4Q2011 and US$585.9 million for FY2011. Merchandising and Processing – Oilseeds and Grains Revenue climbed 28.6% to US$3.8 billion for 4Q2011 on the back of a 29.7% growth in sales volume to 6.2 million MT. Volume growth was driven by improved demand from the livestock industry as well as higher flour and rice volume. For FY2011, revenue was up 24.6% to US$12.7 billion from higher selling prices and a 9.1% growth in volume to 19.9 million MT. Crush margins in China remained challenging in 4Q2011. Nevertheless, the profit before tax of US$1.7 million for the quarter was a sharp improvement from the loss before tax of US$173.2million in 4Q2010. For FY2011, the Group achieved satisfactory margins through the timely purchases of raw materials, which in turn contributed to a 259.9% growth in profit before tax to US$422.9 million.

Consumer Products Revenue rose by 26.8% to US$1.8 billion for 4Q2011 and 44.1% to US$6.8 billion for FY2011, led by higher sales volume and selling prices. The Group registered a healthy growth in sales volume of 13.8% to 1.2 million MT for the quarter and 19.5% to 4.4 million MT for the year, largely from improved sales of consumer pack oils, flour and rice in China. Since the beginning of FY2010, there were two price increases in China – one in mid-October 2010, before the price increase restriction was implemented and another on 1 August 2011, after the restriction was lifted. These price increases resulted in higher selling prices for 4Q2011 and FY2011 over the same period last year. Following the price increase, margins have improved over the preceding quarters but remained lower than 4Q2010 as the price increase was lower than the increase in the cost of edible oils feedstock during the year. While feedstock prices started declining during the quarter, the Group has yet to fully benefit from it due to the time lag effect from inventory holding. For FY2011, margins were lower than last year owing to the price increase restriction in China for the first seven months of the year, together with the higher cost of edible oils feedstock for the year. Consequently, profit before tax dropped by 11.5% to US$33.2 million for 4Q2011 and 43.1% to US$85.3 million for FY2011.

23/34

WILMAR INTERNATIONAL LIMITED (REG. NO. 199904785Z) Unaudited Financial Statements for the Full Year ended 31 December 2011 Plantations and Palm Oil Mills Revenue was down 7.1% to US$462.2 million for the quarter due to lower CPO prices compared to the same period last year. For FY2011, revenue increased by 24.1% to US$1.8 billion, reflecting higher CPO prices and sales volume over last year. Excluding the fair value gains from biological assets of US$262.7 million (4Q2010 and FY2010 : US$251.0 million), profit before tax of US$113.4 million for 4Q2011 declined 12.5% over the same quarter last year due to lower realised CPO prices and higher unit production cost. For the full year, higher production and CPO prices realised contributed to the 22.4% growth in profit before tax to US$471.2 million while unit production cost was higher. The CPO prices realised by the Group tracked the general market trend which saw CPO prices surging in 4Q2010. While prices started trending down in February 2011, they remained higher than the corresponding period in the previous year until 4Q2011, when CPO prices dropped below 4Q2010. For the quarter and the full year, unit production cost was higher from increased labour, fertiliser, fuel and, repairs and maintenance costs. The appreciation in local currencies also contributed to higher production cost for the year. The Group’s own fresh fruit bunches (“FFB”) production was 15.5% higher at 1.1 million MT for 4Q2011 and 21.6% higher at 4.1 million MT for FY2011, reflecting an increase in mature hectarage and an improvement in production yield. Yield was up 4.9% to 5.4 MT per hectare for the quarter and 10.5% to 19.8 MT per hectare for the year from improved crop trend, improving yield of the young palm trees as well as favourable weather conditions. Sugar Sugar is a new segment following the Group’s acquisition of Sucrogen and Jawamanis in FY2010 and also Proserpine and Duta Sugar in FY2011. The segment comprises Milling and, Merchandising and Processing businesses. It reported total revenue of US$881.5 million for the quarter and US$3.2 billion for the year. Profit before tax amounted US$98.4 million for 4Q2011 and US$141.3 million for FY2011. Excluding non-operating items, profit before tax would have amounted to US$29.6 million for the quarter and US$94.2 million for the year. The Milling business generated revenue of US$405.0 million and sales volume of approximately 1.1 million MT during the quarter. For FY2011, revenue added up to US$1.2 billion on the back of sales volume of 2.7 million MT. The business reported a profit before tax of US$101.9 million for 4Q2011 and US$85.7 million for FY2011. Included in the Milling results were : an accounting profit of US$16.6 million for 4Q2011 and US$64.0 million for FY2011 relating to the reversal of derivatives mark-to-market losses in pre-acquisition hedging reserves, foreign exchange gain of US$51.7 million for 4Q2011 and US$7.6 million for FY2011 arising from US$ intercompany loan, and interest expense on borrowings directly attributable to the funding of the Sucrogen acquisition of US$8.7 million for 4Q2011 and US$34.4 million for FY2011. Excluding these items, profit before tax from operations would have amounted to US$42.3 million for 4Q2011 and US$48.5 million for FY2011. Earnings for the quarter and the year were affected by the receipt of poorer quality standover cane from last season with high impurity levels and low cane extraction rate, as well as wet weather downtime in certain regions. The Merchandising and Processing business reported revenue of US$476.5 million and sales volume of 567,000 MT for the quarter. For the full year, it recorded revenue of US$2.0 billion and sales volume of 2.5 million MT. Revenue is generated from domestic sales in Australia, New Zealand and Indonesia as well as from global merchandising activities. The business reported a loss before tax of US$3.5 million for the quarter and a profit before tax of US$55.5 million for the year. 24/34

WILMAR INTERNATIONAL LIMITED (REG. NO. 199904785Z) Unaudited Financial Statements for the Full Year ended 31 December 2011 Excluding an accounting loss or profit relating to the reversal of pre-acquisition hedging reserves (4Q2011 : US$1.5 million loss, FY2011 : US$1.9 million profit), foreign exchange gain from US$ intercompany loan (4Q2011 : US$12.9 million, FY2011 : US$16.6 million) and interest expense on borrowings directly attributable to the funding of the Sucrogen acquisition (4Q2011 : US$2.2 million, FY2011 : US$8.6 million), the Merchandising and Processing business would have recorded a loss before tax from operations of US$12.7 million for the quarter and a profit before tax of US$45.7 million for the year. The quarter’s performance was affected by lower margins and sales volume, additional maintenance costs and some provisions. However, with the favourable margins in the first nine months of the year, the business remained profitable for FY2011.

Others Revenue jumped 58.0% to US$878.1 million for the quarter and 42.5% to US$2.9 billion for the year, contributed by stronger fertiliser and shipping revenue. Apart from higher selling prices, the growth in fertiliser revenue was achieved through improved demand from plantations and competitive pricing by the Group. In addition, the Group benefited from the full year impact of its expanded capacity which came into effect around mid-FY2010. Shipping revenue grew from higher freight rates as well as growth in sales volume, through the Group’s increased usage of inhouse shipping services. Profit before tax declined by 59.1% to US$24.7 million for the quarter due to a decrease in gains from investment securities, lower fertiliser profits as well as lower shipping profits. For FY2011, profit before tax dropped by 77.9% to US$41.6 million primarily from a net loss from investment securities for the year compared to substantial gains in FY2010.

25/34

WILMAR INTERNATIONAL LIMITED (REG. NO. 199904785Z) Unaudited Financial Statements for the Full Year ended 31 December 2011 Review of Balance Sheet and Cash Flows Property, plant and equipment amounted to US$7.5 billion as at 31 December 2011. During the period, the Group incurred capital expenditure of US$1.4 billion for plant expansion in China and Indonesia as well as the construction of new vessels. There was also an increase of US$253.3 million arising from acquisitions, including Proserpine and Duta Sugar. Biological assets grew by 22.1% to US$1.8 billion, attributable mainly to an increase in fair value of US$262.7 million. Investment in associates increased by 24.3% to US$1.6 billion from share of associates’ profits and the acquisition of a 20% stake in FFM Berhad. Inventories were up 7.8% to US$7.3 billion despite lower prices of agricultural commodities towards year-end compared to a year ago. The increase was attributed mainly to higher stockholding of palm inventories which was in line with the Group’s inventory management strategy. As a result of increased stockholding and lower sales volume in the first half, inventory turnover days increased to 64 days (FY2010 : 60 days). Nonetheless, it remained within the historical range of 56 to 72 days. The general increase in turnover days in recent years is also attributed to the Group’s further expansion into downstream products like oleochemicals and specialty fats with longer stockholding period, as well as flour and rice which require raw materials stock-up during harvesting season. Trade receivables increased by 12.1% to US$3.5 billion, reflecting an increase in revenue. Turnover days remained fairly stable at 28 days (FY2010 : 28 days). Other financial receivables (current and non-current) increased by 128.3% to US$3.2 billion mainly from an increase in other short term deposits and financial products with financial institutions. These instruments earn higher interest than regular bank deposits and some have also been pledged for bank borrowings. Trade payables was up 18.2% to US$1.7 billion, in line with an increase in purchases. Turnover days has remained stable at 12 days (FY2010 : 12 days). During the year, the Group generated US$1.9 billion cash flows from operating activities and raised net proceeds of approximately US$3.0 billion from loans and borrowings. These funds were used mainly for capital expenditure of US$1.6 billion (including advances paid), investment in subsidiaries and associates of US$355.8 million, dividends payment of US$279.8 million and other short term deposits and financial products with financial institutions of US$1.7 billion, with a balance of US$879.2 million increase in cash and cash equivalents. As a result, total cash and bank balances (including deposits pledged with financial institutions) increased by 16.4% to US$7.9 billion. Net loans and borrowings (net of other bank deposits and cash and bank balances) increased to US$13.0 billion, contributing to an increase in net gearing to 0.97x (31 December 2010 : 0.90x). Note : Turnover days for the current period and all comparatives are now calculated by averaging the monthly turnover days. Monthly turnover days are computed using revenue and cost of sales for the month. In the past, turnover days were calculated based on year-to-date revenue and cost of sales. The change is made to better reflect the true turnover period in view of the seasonality of the Group’s business.

26/34

WILMAR INTERNATIONAL LIMITED (REG. NO. 199904785Z) Unaudited Financial Statements for the Full Year ended 31 December 2011 9.

Where a forecast, or a prospect statement, has been previously disclosed to shareholders, any variance between it and the actual results. No forecast was previously disclosed by the Group.

10.

Prospects Amidst a challenging FY2011 due to the weak global economic conditions, the Group strengthened its businesses through continued investments in sugar, flour and rice milling, oleochemicals, biodiesel, edible oils refining and consumer products. It is also exploring closer collaborations with various parties to meet the growing demand for agricultural products. The Group is well-positioned to capture emerging markets growth and other agrirelated opportunities given its healthy balance sheet, wide range of products, strong infrastructure in Asian countries and further expansion in Africa.

27/34

WILMAR INTERNATIONAL LIMITED (REG. NO. 199904785Z) Unaudited Financial Statements for the Full Year ended 31 December 2011 11.

Dividend (a)

Whether an interim (final) ordinary dividend has been declared (recommended)? Yes.

(b)

Interim (final) ordinary dividend

Interim ordinary dividend Final ordinary dividend Total (c)

FY2011 SGD per share 0.030 0.031 0.061

FY2010 SGD per share 0.032 0.023 0.055

Whether the dividend is before tax, net of tax or tax exempt. If before tax or net of tax, state the tax rate and the country where the dividend is derived. (If the dividend is not taxable in the hands of shareholders, this must be stated) The dividend is tax exempt and declared in Singapore.

(d)

Date Payable 18 May 2012

(e)

Books Closure Date Notice is hereby given that the Share Transfer Register and Register of Members of the Company will be closed from 8 May 2012 at 5.00 pm to 9 May 2012, both dates inclusive, for the purpose of determining shareholders’ entitlement to the Company’s proposed final tax exempt (one-tier) dividend of S$0.031 per ordinary share for the financial year ended 31 December 2011, to be paid on 18 May 2012, subject to shareholders’ approval at the forthcoming Annual General Meeting (the “Proposed Final Dividend”). Duly completed registrable transfers of ordinary shares received by the Company’s Share Registrar, Tricor Barbinder Share Registration Services of 80 Robinson Road, #02-00, Singapore 068898, up to 5.00 pm on 8 May 2012, will be registered to determine shareholders’ entitlement to the Proposed Final Dividend. Depositors whose securities accounts with The Central Depository (Pte) Limited are credited with the Company’s ordinary shares as at 5.00 pm on 8 May 2012 will be entitled to the Proposed Final Dividend.

12.

If no dividend has been declared or recommended, a statement to that effect. Not applicable.

28/34

WILMAR INTERNATIONAL LIMITED (REG. NO. 199904785Z) Unaudited Financial Statements for the Full Year ended 31 December 2011 13.

Interested Person Transactions Name of Interested Person

Aggregate value of all Interested Person Transactions during the financial year under review (excluding transactions less than SGD100,000 and transactions conducted under shareholders’ mandate pursuant to Rule 920)

Aggregate value of all Interested Person Transactions conducted under shareholders’ mandate pursuant to Rule 920 (excluding transactions less than SGD100,000)

FY2011 US$’000

FY2011 US$’000

Archer Daniels Midland Group

NIL

4,360,850

Associates of Kuok Khoon Hong & Martua Sitorus

NIL

9,959

Kuok Khoon Ean’s Associates#

290,817

32,739

Martua Sitorus’ Associates

NIL

79,508

Kuok Khoon Hong’s Associates

NIL

1,447

240,974

NIL

3,661

124

PPB Group Bhd

Kuok Brothers Sdn Bhd

# The IP associates for Mr Kuok Khoon Chen and Mr Kuok Khoon Ean are substantially the same, and are not disclosed separately to avoid duplication.

BY ORDER OF THE BOARD

……………………………………………………………. KUOK KHOON HONG Chief Executive Officer 22 February 2012

29/34

WILMAR INTERNATIONAL LIMITED (REG. NO. 199904785Z) Unaudited Financial Statements for the Full Year ended 31 December 2011

PART II: Additional information required for Full Year announcement (This part is not applicable to Q1, Q2 and Q3 or Half Year Results) 14. Segmented revenue and results for business or geographical segments (of the Group) in the format presented in the issuer’s most recently audited annual financial statements, with comparative information for the immediate preceding years.

Twelve Months Ended 31 December 2011

Merchandising and Processing

Consumer Products

Plantation and Palm Oil Mills

Sugar Merchandising and Processing

Others

Eliminations

Per consolidated financial statements

US$'000

US$'000

US$'000

Palm and Laurics

Oilseeds and Grains

US$'000

US$'000

US$'000

US$'000

US$'000

22,425,880

10,729,682

6,768,811

82,049

1,015,828

2,044,189

1,643,595

-

44,710,034

Inter-segment

491,450

1,940,605

-

1,760,459

147,714

406

1,233,061

(5,573,695)

-

Total revenue

22,917,330

12,670,287

6,768,811

1,842,508

1,163,542

2,044,595

2,876,656

(5,573,695)

44,710,034

585,923

422,886

85,296

733,837

85,710

55,542

41,642

-

2,010,836

19,448

128,685

(494)

23,843

3,109

3,109

7,555

-

185,255

Milling

US$'000

Revenue: Sales to external customers

Results: Segment results Share of results of associates Unallocated income/ (expenses)

(117,350)

Profit before tax

2,078,741

Income tax expense

(379,219)

Profit after tax

1,699,522

30/34

WILMAR INTERNATIONAL LIMITED (REG. NO. 199904785Z) Unaudited Financial Statements for the Full Year ended 31 December 2011

Twelve Months Ended 31 December 2010

Merchandising and Processing

Consumer Products

Plantation and Palm Oil Mills

Others

Eliminations

Per consolidated financial statements

US$'000

US$'000

US$'000

US$'000

Palm and Laurics

Oilseeds and Grains

US$'000

US$'000

US$'000

Revenue:

Sales to external customers

16,152,667

8,509,122

4,697,160

76,579

941,996

-

30,377,524

Inter-segment

668,671

1,662,913

-

1,408,656

1,076,149

(4,816,389)

-

Total revenue

16,821,338

10,172,035

4,697,160

1,485,235

2,018,145

(4,816,389)

30,377,524

Segment results

587,061

117,502

149,796

635,817

188,535

-

1,678,711

Share of results of associates

24,800

(3,099)

595

9,128

6,703

-

38,127

Results:

Unallocated income/ (expenses)

(72,652)

Profit before tax

1,644,186

Income tax expense

(189,660)

Profit after tax

1,454,526

31/34

WILMAR INTERNATIONAL LIMITED (REG. NO. 199904785Z) Unaudited Financial Statements for the Full Year ended 31 December 2011

15.

In the view of performance, the factors leading to any materials changes in contribution to turnover and earnings by the business or geographical segments. Not applicable.

16.

A breakdown of sales

FY2011 US$'000

(a)

Sales reported for first half year

(b)

Operating profit after tax before deducting non-controlling interests reported for first half year

(c)

Sales reported for second half year

(d)

Operating profit after tax before deducting non-controlling interests reported for second half year

17.

GROUP FY2010 US$'000

Change

20,096,520

13,524,438

48.6%

824,847

785,315

5.0%

24,613,514

16,853,086

46.0%

874,675

669,211

30.7%

A breakdown of the total annual dividends (in thousand dollar value) for the issuer’s latest full year and its previous full year.

Annual Dividend (US$'000) Ordinary - Interim - Final # Total

FY2011

FY2010

159,668 152,614 312,282

151,088 120,152 271,240

# FY2011 final ordinary dividend is estimated based on number of shares outstanding as at the end of the financial year.

32/34

WILMAR INTERNATIONAL LIMITED (REG. NO. 199904785Z) Unaudited Financial Statements for the Full Year ended 31 December 2011

18. Disclosure of person occupying a managerial position in the issuer or any of its principal subsidiaries who is a relative of a director or chief executive officer or substantial shareholder of the issuer pursuant to Rule 704(13). (i) Person related to Mr Kuok Khoon Hong (Chairman & CEO and a Substantial Shareholder of the Company) Name

Age

Kuok Khoon Chen 57

Family relationship with any director and/or substantial shareholder Cousin of Mr Kuok Khoon Hong

Current position and duties, and the year the position was first held

Details of changes in duties and position held, if any, during the year

1. Non-Executive Director

No Change

2. 8th February 2010 Kuok Khoon Ean

56

Cousin of Mr Kuok Khoon Hong

1. Non-Executive Director

No Change

2. 2nd July 2007 Teo La-Mei

52

Cousin of Mr Kuok Khoon Hong

1. Group Legal Counsel & Joint Company Secretary

No Change

2. 19th August 2009 Sun Yining

35

Niece of Mr Kuok Khoon Hong

1. Senior Business Development Manager

No Change

2. 1st March 2010

(ii) Person related to Mr Martua Sitorus (Executive Director & Chief Operating Officer and a Substantial Shareholder of the Company) Name

Age

Family relationship with any director and/or substantial shareholder

Current position and duties, and the year the position was first held

Details of changes in duties and position held, if any, during the year

Hendri Saksti

45

Brother-in-law of Mr Martua Sitorus

1. Head of Operations, Indonesia – in charge of Wilmar Group’s fertilizer business, several manufacturing plants and marketing of consumer pack cooking oil in Indonesia

No Change

2. Since 2005

33/34

WILMAR INTERNATIONAL LIMITED (REG. NO. 199904785Z) Unaudited Financial Statements for the Full Year ended 31 December 2011

(iii) Person related to Mr Kuok Khoon Chen (Non-Executive Director of the Company) Name

Age

Family relationship with any director and/or substantial shareholder

Current position and duties, and the year the position was first held

Details of changes in duties and position held, if any, during the year

Kuok Khoon Hong

62

Cousin of Mr Kuok Khoon Chen

1. Chairman & CEO of the Wilmar Group

No Change

2. 14th July 2006 Kuok Khoon Ean

56

Brother of Mr Kuok Khoon Chen

1. Non-Executive Director

No Change

2. 2nd July 2007 Teo La-Mei

52

Cousin of Mr Kuok Khoon Chen

1. Group Legal Counsel & Joint Company Secretary

No Change

2. 19th August 2009

(iv) Person related to Mr Kuok Khoon Ean (Non-Executive Director of the Company) Name

Age

Family relationship with any director and/or substantial shareholder

Current position and duties, and the year the position was first held

Details of changes in duties and position held, if any, during the year

Kuok Khoon Hong

62

Cousin of Mr Kuok Khoon Ean

1. Chairman & CEO of the Wilmar Group

No Change

2. 14th July 2006 Kuok Khoon Chen

57

Brother of Mr Kuok Khoon Ean

1. Non-Executive Director

No Change

2. 8th February 2010 Teo La-Mei

52

Cousin of Mr Kuok Khoon Ean

1. Group Legal Counsel & Joint Company Secretary 2. 19th August 2009

34/34

No Change